Notice to the Extraordinary Shareholders’ Meeting in Swedish Match AB (publ)
The shareholders of Swedish Match AB (publ), Reg. No. 556015-0756, are hereby notified of the Extraordinary Shareholders’ Meeting to be held on Friday, December 16, 2016, at 09.00 CET at Sveavägen 44, Stockholm, Sweden.
1. Opening of the Meeting and election of the Chairman of the Meeting.
2. Preparation and approval of the voting list.
3. Election of one or two persons to verify the minutes.
4. Determination of whether the Meeting has been duly convened.
5. Approval of the Agenda.
6. Resolution on the Board of Directors proposal on a special dividend.
7. Closing of the Meeting.
The Proposals of the Board of Directors
Item 1: Björn Kristiansson, attorney at law, is proposed as the Chairman of the Meeting.
Item 6: The Board of Directors proposes a special dividend of 9.50 SEK per share. The proposed record day for the right to receive the dividend is Tuesday, December 20, 2016. Payment through Euroclear Sweden AB is expected to be made on Friday, December 23, 2016.
In September, Swedish Match sold 13,000,000 shares in Scandinavian Tobacco Group for a total amount of 1,752 MSEK. Following this transaction a special dividend is proposed in accordance with Swedish Match’s financial strategy of returning excess cash not needed for its own operations to its shareholders.
Full details of the Board of Director’s proposal on the special dividend, motivated statement and report regarding events of material significance for the Company's financial position as well as statement by the auditor regarding the Board of Directors’ report will be made available at Swedish Match headquarters (Legal Department) at Sveavägen 44, in Stockholm, Sweden, no later than Friday, November 25, 2016. The documents will be sent to shareholders upon request, provided that such shareholder states its address. All the above documents will be available on the Company’s website, www.swedishmatch.com and be presented at the Meeting.
Number of shares and votes in the Company
The total number of shares and votes in Swedish Match AB (publ) on the issue date of this notice amounts to 188,750,000 of which 3,222,565 shares are presently repurchased own shares of the Company which may not be represented at the Meeting.
Right to participate in the Meeting
In order to participate in the Meeting you need to be registered as a shareholder in the share register kept by Euroclear Sweden AB on Friday, December 9, 2016 (the record date is Saturday, December 10, 2016). In addition, you need to notify Swedish Match of your intention to participate in the Meeting no later than Monday, December 12, 2016, at which time the notification shall have been received by Swedish Match. Shareholders who wish to be accompanied by one or two assistants at the Meeting shall also inform Swedish Match thereof within the appointed period of time.
Notice of participation
Notice of participation may be submitted in writing to Swedish Match AB (publ), “Extraordinary Shareholders’ Meeting”, P.O Box 7842, SE-103 98 Stockholm, Sweden, by telephone at +46 (0)8 402 90 42 (09:00 – 16:00 CET), or via the Internet at www.swedishmatch.com/agm. Upon giving notice of participation, the shareholder shall state his or her name/company name, civic ID/corporate registration number, address, telephone number (daytime) and the name(s) of assistant(s), if any. Receipt of notification will be confirmed by Swedish Match, which will issue an attendance card prior to the Meeting to be presented at the entrance to the venue where the Meeting is held.
Proxy forms are available upon request and on the Company’s website www.swedishmatch.com.
Shareholders who are represented by proxy shall issue a power of attorney for the proxy. If the power of attorney is issued by a legal entity, a copy of the corporate registration certificate for such legal entity shall be enclosed (or if no such document is available, an equivalent authorization document). The proxy is valid for one year from the date of issuance or the longer period of validity stated in the proxy, however not longer than five years from the date of issuance. To facilitate entry at the Meeting, the power of attorney in original as well as the corporate registration certificate and other authorization documents, if any, should be provided to the Company at the address stated above no later than Monday, December 12, 2016.
Voting right registration
Shareholders whose shares are nominee registered and who wish to participate in the Meeting must temporarily re-register such shares in their own name (i.e. voting right registration). Request for re-registration shall be submitted to the nominee in sufficient time to allow the re-registration to be effective at Euroclear Sweden AB no later than Friday, December 9, 2016 (the record date is Saturday, December 10, 2016).
Information at the Extraordinary Shareholders’ Meeting
The Board of Directors and the President shall, if any shareholder so requests and the Board of Directors considers that it may be done without significant harm to the Company, provide information regarding circumstances that may affect the assessment of an item on the Agenda.
The entrance to the venue for the Meeting will open at 08.30 (CET).
Stockholm, November 2016
SWEDISH MATCH AB (publ)
The Board of Directors
Emmett Harrison, Senior Vice President Investor Relations and Corporate Sustainability
Office +46 8 658 0173